Introduction

In a recent article we considered the nature and extent of directors’ duties to take into account the interests of a company’s creditors when a company is in financial difficulty. A recent High Court decision (Mitchell & Krys v Al Jaber & ors [2023] EWHC 364 (Ch)) considered the issue of directors’ duties in the subsequent situation where a company has entered liquidation. Whilst the relevant company was based in the British Virgin Islands (BVI), the case includes analysis of the position in English law.

“What's in a name? That which we call a rose by any other name would smell just as sweet.” Romeo & Juliet – William Shakespeare

Company names and brand names, which may or may not be the same, along with the goodwill attributable to that name, is often a valuable company asset. However, even well-established brands are not immune to economic pressures, and you only have to take a walk down your local high street to witness the disappearance of many household names.

The High Court has clarified the grounds for challenging a CVA for guarantee creditors.

Background

German real estate group restructuring plan sanctioned in London

Having failed to get its restructuring solution through in its home jurisdiction, beleaguered German real estate group, Adler, turned to London. After substituting a UK plc as issuer of six series of notes in order to propose an English restructuring plan, and in the face of fierce opposition from an ad hoc committee of 2029 noteholders (AHG), the group successfully forced the plan through just in time.

Yesterday saw the end of a three-day sanction hearing for the restructuring plan (the “Plan”) of the Great Annual Savings (GAS) company, with Justice Adam Johnson reserving his judgment and importantly, his decision on whether to exercise cross-class-cram-down to sanction the Plan for a later date.

Could a director of an insolvent company, who was held to be in breach of his directorial duties, be ordered to draw down his personal pension benefits to pay a judgment debt?

The Government has finally issued its Policy Paper “High Stakes: gambling reform for the digital age”.

Nigel Huddleston, Minister for Sport, Tourism and Leisure launched the Government’s call for evidence in December 2020. It has taken over two years for the Government’s response to be published.

Nicola Sharp of Rahman Ravelli outlines a case where an individual’s knowledge of a tax evasion scheme was key

A cellphone company director lost his bid to challenge a £1.7 million-plus award against him for VAT fraud when the High Court said he had actual knowledge of his firm's tax evasion scheme.

In Bhatia v Purkiss [2023] EWHC 775, the High Court rejected an appeal from Deepak Bhatia, the company director of the now-defunct phone company JD Group Ltd, against a ruling from the Insolvency and Companies Court (ICC).

Orrick's Founder Series offers monthly top tips for UK startups on key considerations at each stage of their lifecycle, from incorporating a company through to possible exit strategies. The Series is written by members of our market-leading London Technology Companies Group (TCG), with contributions from other practice members. Our Band 1 ranked London TCG team closed over 320 growth financings and tech M&A deals totalling US$9.76bn in 2022 and has dominated the European venture capital tech market for 7 years in a row (PitchBook, FY 2022).

The judgment of the Court of Appeal (Newey, Males and Snowden LLJ) in Hunt v Ubhi [2023] EWCA Civ 417 demonstrates the importance of the adequacy of any undertaking in damages given in support of an application for a freezing order and underlines the need for full and frank disclosure.